United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-31467 For the quarterly period ended June 30, 2002 eStaff.com, Inc. Nevada 91-1979826 (Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 8115 North Van Houten, Portland OR 97203 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 493-0477 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock As of June 30, 2002, 27,935,000 shares of shares of Common Stock were issued and outstanding. Transitional Small Business Disclosure Format (check one): yes [ ] no [X] PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. The financial statements, for the three months ended June 30, 2002, included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnotes disclosure, normally included in financial statements prepared in accordance with generally accepted accounting principles, are often condensed or omitted, in unaudited quarterly reports, pursuant to regulations which allow such omissions. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. 1 ESTAFF.COM, INC. (a Development Stage Company) BALANCE SHEETS (UNAUDITED) June 30, March 31, 2002 2002 (Unaudited) ASSETS CURRENT ASSETS Cash. . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0 TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . 0 0 TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0 ============ ========== LIABILITIES & STOCKHOLDERS' EQUITY LIABILITIES Accounts payable. . . . . . . . . . . . . . . . . . . $ 56,128 $ 49,275 Total accounts payable. . . . . . . . . . . . . . . . . 56,128 49,275 STOCKHOLDERS' EQUITY Common Stock, $.001 par value; authorized 100,000,000 shares; issued and outstanding, 27,935,000 shares and 25,435,000 shares respectively . . . . . . . . 27,935 27,935 Additional paid in capital. . . . . . . . . . . . . . 103,940 103,940 Accumulated Deficit . . . . . . . . . . . . . . . . . (188,003) (181,150) Total Stockholders' Equity. . . . . . . . . . . . . . . (56,128) (49,275) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY. . . . . . . . $ 0 $ 0 ============ ========== The accompanying notes are an integral part of these financial statements. 2 ESTAFF.COM, INC. (a Development Stage Company) STATEMENTS OF OPERATIONS (UNAUDITED) From Inception on March April 21, 31, 2002 to 31, 2001 to 1999 through June 30, June 30, 2002 2001 2002 Revenues . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 1,000 General and Administrative Expenses. . . . . . . . . . . . . . . 6,853 26,267 139,003 Net Loss from Operations . . . . . . . . . (6,853) (26,267) (138,003) Other income (expense) - Bad debt expense. -0- 0 (50,000) Total other income (expense) . . . . . . . -0- 0 (50,000) Net Income (Loss). . . . . . . . . . . . . $ (6,853) $ (26,267) $ (188,003) ============ ============ ============ Loss per Share . . . . . . . . . . . . . . $ (0.00) $ (0.00) $ (0.01) ============ ============ ============ Weighted Average Shares Outstanding . . . . . . . . . . 26,804,863 25,430,000 25,513,028 ============ ============ ============ The accompanying notes are an integral part of these financial statements. 3 ESTAFF.COM, INC. (a Development Stage Company) STATEMENTS OF CASH FLOWS (UNAUDITED) From Inception on March April 21, 31, 2002 to 31, 2001 to 1999 through June 30, June 30, 2002 2001 2002 Net Loss . . . . . . . . . . . . . . . . . . $(6,853) $(26,267) $(188,003) Adjustments to reconcile net loss to net cash from operating activities: Stock for services . . . . . . . . . . . . . 0 0 31,375 Bad debt expense . . . . . . . . . . . . . . 0 0 50,000 Changes in operating assets and liabilities: 0 1501 0 Increase in accounts payable . . . . . . . . 6,853 20,267 56,128 Net cash from operating activities . . . . . 0 (4,499) (50,500) Cash flow used in investing activities: Cash paid for note receivable-Related Party. 0 0 (50,000) Net cash (used) by investing activities. . . 0 0 (50,000) Cash flow from financing activities: Issued common stock for cash . . . . . . . . 0 0 100,500 Net cash provided by financing activities. . 0 0 100,500 Net increase (decrease) in cash. . . . . . . 0 (4,499) 0 Cash beginning of period . . . . . . . . . . 0 4,499 0 Cash end of period . . . . . . . . . . . . . 0 0 0 ======== ========= ========== Cash Paid For: Interest . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0 Taxes. . . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0 Non-cash financing activities During June 2000, the Company issued 10,000 shares of common stock for services valued at $1,000 During September 2001, the Company issued 2,500,000 shares of common stock for services valued at $25,000 The accompanying notes are an integral part of these financial statements. 4 ESTAFF.COM, INC. (a Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2002 NOTES TO FINANCIAL STATEMENTS EStaff.com, Inc. ("the Company") has elected to omit substantially all footnotes to the financial statements for the period ended June 30, 2002, since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the Fiscal year ended March 31, 2002. UNAUDITED INFORMATION The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. 5 ITEM 2. DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. (A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. Our plan of operation is unchanged from our previous report; except that this small business issuer has delayed its launch of operations, until the end of 2002, at which time revenues are expected to begin to be a material factor. This delay has been due to Management's conclusion that recent and current market conditions are not favorable to the launch of this new business venture. (B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. We enjoyed no revenues during the period covered by this report. Our expenses during this period represent corporate maintenance, legal and professional fees. PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None ITEM 2. CHANGES IN SECURITIES. None ITEM 3. DEFAULTS ON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. None ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-QSB Report for the First Quarter, three months ended June 30, 2002, has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated. Dated: July 18, 2002 ESTAFF.COM, INC by /s/Michael Smith Michael Smith sole initial officer/director 6